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First Amendment To The Advisory Agreement

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Sectors: Specialty Retail
Effective Date: February 03, 2010
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Exhibit 10.1





First Amendment to the Advisory Agreement by and Between

Chertoff Group, L.L.C. and BioNeutral Group, Inc.




This First Amendment to the Advisory Agreement dated 26 August 2009 (the "Amendment"), dated this 3rd day of February 2010 (the "Amendment Effective Date"), by and between Chertoff Group, L.L.C. ("Advisor"), a Delaware limited liability company, and BIONEUTRAL GROUP, INC. (the "Company"), a Nevada corporation; together "the Parties".



WHEREAS Advisor and Company entered into an Advisory Agreement on 26 August 2009 (the "Agreement"); and



WHEREAS, Advisor provides certain professional services (the "Services") to Company as set forth in Appendix A of the Agreement; and



WHEREAS, Company engaged Advisor to perform the Services, for good and valuable consideration, as more fully described in Appendix A; and



WHEREAS both parties now wish to amend portions of Appendix A to reflect a modified scope of Services, Personnel, and Fees and to amend certain provisions of the Agreement.



NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:



1. Appendix A to the Agreement is hereby amended by deleting the section entitled "Services" in its entirety and substituting the following therefor:



Services



Advisor hereby agrees that during the Term of Services (as defined below) to consult with the board of directors of Company (the " Board ") and management of Company and its subsidiaries in such manner as may be reasonably requested by Company on the following matters:



b7 Consult with BioNeutral's Chief Scientific Officer (CSO) and advise the Company regarding the EPA submission process for Ygiene to attempt to prevent any delays on the Ygiene antimicrobial formula selected;




b7 Identification of specific business opportunities in the household and consumer area for Ygiene ? and Ogiene ? and such opportunities where the Company should focus its efforts;




b7 Identification of specific business opportunities in the federal and civilian medical and healthcare space for Ygiene ? and Ogiene ? and such opportunities where the Company should focus its efforts;




b7 Identification of specific business opportunities in the homeland security and defense markets for Ygiene ? and Ogiene ? and such opportunities where the Company should focus its efforts;




b7 Identification of specific business opportunities in the regulated and non-regulated areas for Ygiene ? and Ogiene ? and such opportunities where the Company should focus its efforts;




b7 Identification of specific business opportunities and licensing agreements with large companies in the household and healthcare market areas for Ygiene ? and Ogiene ? and such opportunities where the Company should focus its efforts;






1






b7 Identification of specific business opportunities for domestic vs. foreign markets and such opportunities where the Company should focus its efforts;




b7 Development of a strategy for commercialization of Ygiene ? and Ogiene ? and other Company products in international markets;




b7
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